The following terms and conditions apply to all parties participating in the business process.

I. Generalities

The following conditions of business and payment apply to the whole business conection to our customers. The buyer agrees legally binding to the conditions of the present contract as well as to all following business operations. He resignes the enforcement of own terms and conditions. They don't become subject of contract by silence of ours nor by our services. Disonant subjects are just possible with agreement of the management or by written recognition of ours for every single operation.

The conditions of business operation get accepted by the order of the customer, our acknowledgement of order or at least with the delivery of goods and providing of the service.

Our offers are without engagement and non binding. The information from our website, the leaflets, adverts and similar things contain of facts which are non binding and not ensured. At pictures color differences are possilbe. Part delivery is acceptable. The Transfer of rights and duties of the buyer are only acceptable with written agreement of Schindler-Consulting.

The company is not responsible for the content, the availability, the correctness and the exactness of linked sites and theire offers, adverts ore links carried on. The company is not liable for illegal, incorrect or incomplete contents and especially not for demage which is caused by using or not using the information given on the linked sites.
The company declares particularly that the point of time on which the linking took place the linked sites hasn't got any illegal contents. The company has no control at all about the present and future design of the linked sites and that's why the company especially dissociates from changes of the content which took place after linking the sites.

II. Size and type of order

1. The contract gets achieved by acceptance of the offer of the customer or after the acceptance of the order by our company.

2. The recognitions of acceptances need to be in written form.

3. The services are made by Schindler-Consulting (in following called company) or by an assigned secondary entreprise.

4. The size and delivery of the order which is to be performed only the written order is decisive. The size of services of standard software equals from the additional delivered  documents.

5. The basic for  the regulation of the program for individual software depending on size and operation of service is the analysis of the system with help of elaborations of the client.

6. The company proceeds from the assumption that all facts, data and further information the principal mentioned are without errors. The regulation of the programm has to be written confirmed by the principal woithin 2 weeks after receiving the mailing. Wishes of changing and expansion of the programm of the principal have to be written confirmed by the company to be legally binding.

7. The company is allowed to enlist the service of employees and knowledgeable third as well as data handling enterprises.

8. A warranty to keep specific deadlies is  exclusive possilbe with explicitly written confirmation. Than the orderer has only a right to withdraw from the contract if the framed deadlines aren't kept culpable induced by the company.

9. If the principal is in default of payment or if the company finds out that the enterprises business condition got substantially worse d, the copany is allowed to pedicate further services on cash payment.

10. Unexpected obstructions like copyrighted conditioned interdictions, trouble with fabrication or delivery at our company or the subcontractor (i.e. due to forcemajeuret, traffic disruption, walkout, lockout or the like) entitle the company to extent the deadline appropriately.

The claim for compensation of the oderer at delay or non-fulfilment can only  get asserted, if gross negligenceoder or intention is traceable. The height of the amount of claims of compensation depends on the agreed charges.The client is not allowed to cancel or to withdraw from the contract because of the mentioned obstructions.

Unavailability Reserve
The seller reserves the right to not adduce the service in case of unavailability and to break off obligation of fulfilment of contract   in case of unavailability. In this case the seller is obligated to inform the customer immediatelyüber about the unavailability and to refund the return services of the customer.

III. Payment

1. The payment (fee and replacement of expenses) of the company is rated like captured in the written confirmation.

2. Also at confirmed orders the right to adjust the prices is reserved at our arbitrary discretion, if delivery or services shall take place 6 weeks after contract completion and within this period of time changes occur referring expense factors especially owing to changes of fees or increase of material prices.

3. For costs referring adjustment, implementing and reparation the particular valid rates für working time and length of the trip, travelling costs and triggering plus costs for intermediate devices and spare part get calculated. The prices are basically plus particular valid value-added tax.

4. As far as the payment for activities or additional orders is not particularly arranged the usual payment is valid (§ 612 Abs. 2 und § 632 Abs. 2 BGB).

5. The company is allowed to refuse the issuance of its deliverables and documents until its satisfied concerning fees and expenses.

IV. Warranty

1. The principal has the claim of settling in the event of deficiencies. The company  has the oppotunity of correction within a appropriate frame of time (delay).

2. The principal is  bound to determine the delivered software and further documents and spare services of the company in terms of defects which attract the attention of an principal with average knowledge. Palpable defects, i.e. lack of data mediums or documents as well as monumental, easy visible demages of the data medium have to be blamed written within 2 weeks after delivery. Defects which aren't palpable have to be blamed within 2 weeks after recognition from the client. When breaching of the contractual obligation to determine and to blame the services rate as homologated and inspected.

3. The client is not entiltled to require reduction of fees or annulment of the contract  as long as the company performs their respective duties to patch the defect, unless the rework failed. Proceeding from the assumption that rework failed is only possible, if the company had sufficient opportunities for rework or compensation delivery whithout the desired success, if rework or compensation delivery is impossible, if it gets denied or unreasonable retarded, if reasonable doubts obtain in terms of success or if there is an unreasonableness because of other matters.
The annulment of liability for accured successions is caused by incorrect effected changes and reparations on behalf of the buyer or third-parties.

4. As a matter of principle after finishing there is a acceptance trial of the software. After the acceptance trial the software is made available for the orderer. The software rates as faultless taken, if the client doesn't refuse explicitly the inspection and approval within 14 days.
The acceptance certificate rates as formal acceptance in sense of the law for contracts for work and labour. The declaration at the acceptance certificate is acknowledged by the orderer. Regarding objections of all kinds the orderer hast the burden of proof.
As long as the acceptance certificate isn't givien, the complete payment of the outstanding debits valids as acceptance certificate.

5. If in spite of observance of the instruction manual there are program defects within the limits of the scope of service 6 month after acceptance, the company will effect rework for free.

Exclusion of warranty

All obligations of warranty on bahalf of the company des Unternehmens are cancelled, if the client or third parties intervene into the services of the compeny especially into the software. As far as faults or errors are reducible to handling errors, the company is allowed to invoice the costs which occur at the disposal of the defects.

V. Liability

1. The company is liable for own faults and for faults of its vicarious agents, unless the individual case in which the liability is excluded or limited due to special agreements. The company is only liable for gross negligence and intention.

2. The company isn't liable for evaded profit of the principal nor for other consequential loss due to defects. The amount of liablility is limited to the double of the agreed charges. The liability is only valid for programming services exclusive any hardware.

VI. Obligations of the client

The principal is covenanted to collaborate as far as the proper execution of the order require it. In particular he has to consign all for the execution of the order neccessary documents unbidden, complete and in time so that adequate processing time is available for the company. A similar obligation valids for all affairs and inconveniences which could be important for the execution of the order.

VII. Desisted collaboration, default of acceptance of the client

If the principal desist a him behoving collaboration or defaults the acceptance of the from the company provided services, the company is allowed to determine a specific deadline with the explanation that the persue of the contract after the mentioned deadline is denied. After unsuccessful expiration of the deadline the company is allowed to cancel the contract without notice. Unaffected is the claim of the company of replacement of further capital outlays which are accured due to delay or omitted collaboration of the client as well as caused demage, also in the case of not usig the right to cancel the contract from the company.

VIII. Payment

1. As far as it's not written arranged differently the amount invoiced is due immediately after the receive of the invoice and without discount.

2. Delayed payment allows us the provision of enforcing of further demages, inseninterest for delay or  a contractual penalty.

3. When non-compliance takes place with terms of payment or with conditions which we get to know after contract completion and which depreciate the creditworthinessdes of the customer by our convinction all outstanding debits without regard are immediately due. In such a case we are allowed to effect outstanding deliveries and services just in case of  advance payment and decurities or after expiration of an additional respite to cancel the contract.

IX. Reservation of ownership, copyrights

1. Until the complete payment of the goods, they remain property of Schindler-Consulting.

2. All future and present proprietary and/ or business trade mark rights referring created, ceded or derived programs or parts of programs or referring the documents which  were produced in this context remain at the company or at their licenser. The client receives just a not exclusive and nonassignable right of use on the software inclusive the delivered system software within the limited contractual agreed purposes.

3. In case of contravention against the contract purpose, especially at unauthorized passing on, reprography etc. the company is allowed irrespective of progressed requirements to require payment of a contractual penalty. This amounts in case of unauthorized passing on to third perons the from passing on accured or the from contcact parties agreed fee for the software depending on which amiount is higher. The  minimum cantractual penalty amounts 5.000,- Euro for every infringement.

X. Consulting services and services of our training centre

1. The scale of consulting services and services of our trining centre as well as the payment get contractual agreed in corporation with the customer. Subject is the consulting and training service, not a specific commercial success. We are allowed to help ourselves to effect the contracual owed consulting or training event by using experts.

2. We deliver the consulting and traning services within normal working hours Monday to Friday vom 8.00 until 17.00 o'clock. Additional services out of these hours have to be payed owing to special agreements. If consulting and training events are effected by us at the customer or another desired place, we have claim of reimbursement of expenses, travel- and accommodation expenses of staff as well as further material expenditures which rose up by the execution of the service, as long as it's not agreed differently. The settlement of account happens after the actual charge. If we owe pure consulting services, it's incumbent upon the customer to prepare or implement the users decision. We aren't obligated to chose and launch a network system.

3. The customer has to make shure without our specific invitation that all for the execution of the consulting service necessary documents are submitted and we receive knowledge of all affairs and circumstances, which could be mattering. This also valids for documents, affairs amd circumstances which become known by the customer not before the execution of our consulting services. On our demand the customer has to confirm the completeness of the submitted documents and the given information with help of a written statement phrased by us.
If the consulting service is effected at the customers premises by us, the cusomer provides suitable premises for our employee acting there. The documents, documentations and data carriers shall get stocked safely there, too.

4. At non-fulfilment of a fixed minimum attendance at seminar events we can withdraw from the underlying contract. We will inform the customer immediately after entry of the condition of non-fulfilment of the seminar and send him the notification of resignation without delay.
If the seminar gets caceled the customer gets the already payed due refunded.
If the customer withdraws from the contract we can demand substitution fpor already effected expenses. At the calculation of the substitution saved expenses and possible other seminar services have been tokk into consideration.

5. As far as it's an agreement with the customer which trends toward a longterm effecting of services, both contract parties can cancel the contract written at due date of 3 months at the end of the month. The until withdrawal agreed consulting services or services of our training centre will get effected as long as the time which was agreed for the execution of the services runs up before the end of the contract is achieved.

XI. Confidentiality / Secrecy

1. Every contracting party is bound to keep secret trade and business sectrets as well as any other confidential and protection worthy concerns or documents of the other contracting party with which he was entrusted  or which were him introduced in terms corporation and to not use them for own and foreign purposes, but only use them for legal execution of the contractual obligations.
This is also valid after finishing the privity of contract between the contracting parties. Both contracting parties are bound to impose these confidentiality agreements to their appointed staff, subcontractors and third persons.

2. After finishing the agreed work every contracting party is bound to send back the documents and materials which they had received in terms of execution of the contractual obligations from the other contracting party, if they are claimed back. In this respect a lien is bared.

XII. Rescission of the contract

1. The contract concludes with fulfilment of the agreed services due to passing by of the agreed maturity or  termination. The contract does not pass by because of death, entry into legal incapacity of the client or in case of a corporation due to its breakup.

2. An indefinitely concluded contract is terminable with a deadline of 3 months from all contracting parties at the end of every calendar trimester, as far as it's not agreed differently. The rescission of the contract has to be written. § 627 BGB is impossibly.

3. Every contracting party is allowed to terminate the contract without notice with important reason, if due to actualities at hand the terminating party in consideration of all circumstances of the individual case and with weighting of the interessts of both contracting parties the continuation of the contract until the elapsing of the termination deadline or until the agreed condition of the conrtract isn't reasonable anymore. The termination has to be written mentioning reasons within 2 weeks.

4. If the contract ends by termination of the contractor before it's completely fulfiled the company receives an amount which corresponds the allotment of fee for the rendered services until the finishing of the order.

5. If the contract ends by termination of the client before it's completely fulfiled the company  retains its legal claims pursuant to § 649 BGB.

XIII. Efficiency

Shall single regulations are or get voided or invalid than the validity of the remained conditions remains unaffected.

XIV. Data protection

Your data gets saved per computer system exclusively used for internal purposes of our company and within the framework of business relations. A possible passing on of your data to the firm which is tasked with the delivery takes only place, if it's necessary for the job processing. Otherwise the data gets handled strictly confidential and not accessible for third parties.

XV. Place of fulfilment and area of jurisdiction

1. For these terms of business and the whole legal relationship between us and the customer valids the law of the Federal Republic of Germany without possibility of recourse to the "Kollisionsrecht" and the UN-purchasing law.

2. As exclusive area of jurisdiction the head office of the company is agreed for all disputes resulting from the business relation including actions referring bills of exchange and cheques. The same area of jurisdiction valids, if the buyer has no common national area of jurisdiction, if he reschedules his residence out of the inland after conclution of contract or if his habitual residence is unknown at the moment of arraignment.

XVI. Exclution from liability Download / Software:

Misusage of software :
1. Schindler-Consulting takes no charge and Gewährleistung for possible misusage which gets plyed with the by our company provided software.  

2. The customer exemps us from any liability for the subject of transmitted websites at the server and asures that he will not use the server to safe or to bruit obscene, pornographic, threateningly or slanderous materials; especially valid are the regulations of the Basic Law, the press law as well as coessential laws of the Federal Republic of Germany, also referring the bruit of insignia prohibited organisations, sedition of peoples and in this context related subjects.
The client will not violate any rights referring trademarks, patents or other rights (copyrights, rights of use) of third parties whit his offer. For the subject of the websites regarding this the customer is responsible by himself, especially if the from him delivered material was used at the authoring and/ or due to his insruction specific material was used. Schindler-Consulting is allowed to cancel the contract without delay at contraventions and to lock the access to the server.

3. Behalf of Schindler-Consulting ther is no check obligation of the Internet presence of the client. The pricipal agrees to customize the imprint for erveryone. The company reservers the right to lock the offer of the client immediately , in case he has installed programs or other data on the server which could prejudice the operational behavior of the server or network.

4. the customer is bound to not cause advertising circular or mass mailings (mailing actions) via e-mail trough e-mail adresses of its domain without being asked by the single e-mail receiver. Certificates for such requests have to be producible in case of event.
Schindler-Consulting reserves the right to lock the access to the server temporary or in longterm at infringement.

5. In sense of the paragraphs from above the customer is also responsible for the particular webspace accounts of its customers.

Data protection:
1.The customer exempts Schindler-Consulting from all requirements and the requirements of third parties regarding the ceded data.

2. Schindler-Consulting is not responsible for the backup of the data which is safed on the server. As far as data gets trasferred in order of the cutomer on the server by Schindler-Consulting the company does not produce backups.

3. The customer is bound to treat the acquainted passwords with familiarity and is liable for every misusage which results from unsubstantial usage of the password.

4. The customer knows that due to the structure of the Internet there is the possibility of interception of transferred data, this risk is accepted by the customer. Schindler-Consulting is not liable for breach of confidentiality of e-mail messages or other transferred information.

XVII. Specifications:

To create a professional and on time internet presentation there valid special conditions of data formats, which get agreed in particular between the two contracting parties at placing of the order and/ or order acceptance.

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